Retention Agreement

This  Retention  Agreement ("Agreement") is made and  effective  as  of
January  1,  2001,  by and between Central Illinois Light  Company,  an
Illinois  corporation (hereinafter referred to as  the  "Company")  and
Robert J. Sprowls (hereinafter referred to as the "Key Employee").

Whereas,  the  Company has determined it should enter  into  employment
retention agreements with certain key employees of the Company;

Whereas, Robert J. Sprowls is a Key Employee of the Company;

Whereas, the Company is a  subsidiary of CILCORP Inc.;

Whereas,  should the possibility of a Change-in-Control of the  Company
or  CILCORP  Inc.  arise, the Company believes it to  be  in  the  best
interests  of  the Company to minimize concerns that the  Key  Employee
might be distracted by the personal uncertainties and risks created  by
the possibility of a Change-in-Control;

Now  therefore, to assure the Company that it will have  the  continued
service  and  dedication  of  the  Key  Employee  notwithstanding   the
possibility,  threat,  or  occurrence of  a  Change-in-Control  of  the
Company  or CILCORP Inc., to induce the Key Employee to remain  in  the
employ  of  the Company, and for other good and valuable consideration,
the Company and the Key Employee agree as follows:

Section 1.     Definitions.

1.1  Acquiring Company.

For purposes of this Agreement, the "Acquiring Company" shall mean:

      (a)  the  surviving corporation if the Company  or  CILCORP  Inc.
merges  or  consolidates  with  or  into  another  corporation   in   a
transaction in which neither The AES Corporation nor any of its wholly-
owned subsidiaries is the surviving corporation; or

     (b) the corporation, person, other entity or group (other than The
AES  Corporation or any of its wholly-owned subsidiaries) who  acquires
all   or   substantially  all  of  the  Company's  assets  or  all   or
substantially  all of the Company's Energy Delivery Unit  whether  from
the Company or a wholly-owned subsidiary of the Company; or

      (c)  the surviving corporation if any wholly-owned subsidiary  of
the  Company  to  which  the Company's Energy Delivery  Unit  has  been
transferred, merges or consolidates with or into another corporation in
a  transaction  in  which  such  wholly-owned  subsidiary  is  not  the
surviving corporation.

1.2   Agreement Period.  For purposes of this Agreement, the  Agreement
Period  shall mean the time beginning on the Effective Date and  ending
on  the  second anniversary of the date of a Change-in-Control, but  in
all events no later than April 1, 2006

1.3   Change-in-Control.  For purposes of this Agreement, a "Change-in-
Control" of the Company shall be deemed to have occurred:

      (a) if the Company or CILCORP Inc. merges or consolidates with or
into  another  corporation in a transaction in which  neither  The  AES
Corporation  nor any of its wholly-owned subsidiaries is the  surviving
corporation; or

     (b)  if  the  Company  sells  or  otherwise  disposes  of  all  or
substantially  all of the Company's assets to any corporation,  person,
other  entity or group (other than The AES Corporation or  any  of  its
wholly-owned subsidiaries); or

      (c) if any corporation, person, other entity or group (other than
The AES Corporation,  or any of its wholly-owned subsidiaries) becomes,
directly or indirectly, the owner of 50% or more of the voting stock of
the Company or CILCORP Inc.; or

      (d)  if  the  Company  sells  or otherwise  disposes  of  all  or
substantially  all  of  the  Company's  Energy  Delivery  Unit  to  any
corporation,  person,  other  entity  or  group  (other  than  The  AES
Corporation or any of its wholly-owned subsidiaries); or

      (e)  if  any wholly-owned subsidiary of the Company to which  the
Company's  Energy  Delivery  Unit  has  been  transferred,  merges   or
consolidates with or into another corporation in a transaction in which
neither the AES Corporation nor any of its wholly-owned subsidiaries is
the surviving corporation;  or

      (f)  if  any wholly-owned subsidiary of the Company to which  the
Company's Energy Delivery Unit has been transferred, sells or otherwise
disposes  of  all  or substantially all of the Energy  Delivery  Unit's
assets  to  any corporation, person, other entity or group (other  than
the AES Corporation or any of its wholly-owned subsidiaries); or

      (g) if any corporation, person, other entity or group (other than
the  AES  Corporation or any of its wholly-owned subsidiaries) becomes,
directly  or  indirectly, the owner of 50% of the voting stock  of  any
wholly-owned  subsidiary of the Company to which the  Company's  Energy
Delivery Unit has been transferred.

1.4   Effective  Date.  For purposes of this Agreement,  the  Effective
Date shall mean January 1, 2001.

Section 2.  Termination of Employment.

2.1   Termination by the Company or the Acquiring Company  with  Cause.
For  purposes  of this Agreement, the Company or the Acquiring  Company
may terminate the Key Employee's employment during the Agreement Period
for  Cause.   In  the  event of such termination, the  Company  or  the
Acquiring  Company shall give the Key Employee a Notice of  Termination
in  conformity with Section 4 herein.  For purposes of this  Agreement,
Cause shall mean:

   (a)  the  Key  Employee's continued failure to perform substantially
his/her  duties  with the Company or the Acquiring Company  other  than
such  failure  resulting from Disability (as hereinafter  defined),  as
determined  by the Chief Executive Officer of the Company (the  "CEO"),
after a written demand for substantial performance is delivered to  the
Key  Employee  by the CEO which specifically identifies the  manner  in
which  the  CEO  believes that the Key Employee has  not  substantially
performed his/her duties; or

   (b)  the  Key  Employee's  engaging  in  illegal  conduct  or  gross
misconduct  which  the  CEO  believes is  materially  and  demonstrably
injurious to the Company or the Acquiring Company.

Any  act or failure to act, on the instructions of the CEO or a  senior
officer  of the Company or Acquiring Company or based on the advice  of
counsel  for the Company shall be conclusively presumed to be done,  or
omitted  to be done, by the Key Employee in good faith and in the  best
interests of the Company.

2.2  Termination by the Key Employee for Good Reason.

The  Key  Employee's employment with the Company or  Acquiring  Company
shall  be deemed to be terminated by him/her for Good Reason if, during
the  Agreement  Period, the Key Employee terminates his/her  employment
relationship  with  the Company or Acquiring Company  for  one  of  the
following events:

   (a) there is a reduction by the Company or the Acquiring Company  in
the Key Employee's Annual Compensation;

   (b) there is a material reduction in his/her benefits; or

   (c)  the  Company or the Acquiring Company notifies the Key Employee
that  he/she  will  be required to change the Key Employee's  principal
place  of employment during the Agreement Period to a location that  is
more  than  50  miles  from  the  Key  Employee's  principal  place  of
employment immediately prior to the Effective Date; or

   (d)  the  Company or the Acquiring Company requires the Key Employee
to  travel on business to  a substantially greater extent than required
immediately prior to the Effective Date.

In  the  event the Key Employee terminates his/her employment for  Good
Reason,  the  Key Employee shall notify the Company in accordance  with
Section 4 within 30 days of the date following the first occurrence  of
an  event  described herein.   If the Key Employee fails to notify  the
Company within 30 days of the date following the occurrence of an event
described  herein,  then  the Key Employee  shall  be  deemed  to  have
accepted the event and shall be deemed to have waived his/her right  to
terminate  for  Good  Reason  for that event.   For  purposes  of  this
Agreement, Annual Compensation shall include Base Salary as defined  in
Section 3.2, plus the annual target level of any bonus established  for
the  Key  Employee  for  the fiscal year in which  a  Change-in-Control
occurs,  assuming  an  achievement level of 100% of  any  target  award
established  under an incentive compensation or bonus or  stock  option
plan of the Company in which the Key Employee participates.

2.3  Termination by Retirement or Death.

For  purposes  of  this Agreement, termination of  the  Key  Employee's
employment  based on Retirement during the Agreement Period shall  mean
voluntary  termination  in  accordance with  the  Company's  retirement
policy,  including  early  retirement,  generally  applicable  to   the
Company's  salaried  employees.  The Key Employee's  death  during  the
Agreement Period shall automatically terminate his/her employment.   In
either the event of retirement or death, the Company shall pay the  Key
Employee or the Key Employee's beneficiary(ies) any unpaid Base Salary,
as  defined  in  Section 3.2, and pay for any accrued, unused  vacation
through  the  Date of Termination, at the salary rate then  in  effect,
plus  all other amounts to which the Key Employee or the Key Employee's
beneficiary(ies)   are   entitled  under  any  retirement,   survivor's
benefits, insurance, and other applicable programs of the Company  then
in effect, and the Company shall have no further obligations to the Key
Employee and the Key Employee's beneficiary(ies) under this Agreement.

 2.4 Termination by Disability.

If  the  Company  determines  in good faith  that  the  Key  Employee's
Disability  has occurred during the Agreement Period (pursuant  to  the
definition  of  Disability  as set forth  in  the  Company's  Long-Term
Disability  Plan then in effect), it may give the Key Employee  written
notice,  in  accordance  with Section 4 herein,  of  its  intention  to
terminate  the  Key  Employee's employment.  In  such  event,  the  Key
Employee's  employment with the Company will terminate within  30  days
after  written  Notice of Termination is received by the  Key  Employee
("Disability  Effective Date") and provided that within 30  days  after
receiving  such notice, the Key Employee has not returned to the  full-
time  performance  of his/her duties.  The Key Employee  shall  receive
his/her  unpaid  Base Salary, as defined in Section  3.2,  through  the
Disability   Effective  Date  at  which  point   the   Key   Employee's
compensation  and benefits, if any, shall be determined  in  accordance
with  the  Company's retirement, insurance, and other applicable  plans
and  programs  in  effect  on the Disability Effective  Date,  and  the
Company  shall  have no further obligations to the Key  Employee  under
this Agreement.

Section 3.     Obligations of the Company following the Effective Date.

3.1  No Retention Payment.

If,   during   the  Agreement  Period,  the  Key  Employee  voluntarily
terminates his/her employment with the Company, no payments under  this
Agreement will be made.

3.2  Salary Continuation Payment and COBRA Payment upon Termination.

If,  during  the  Agreement Period, the Company  or  Acquiring  Company
terminates the Key Employee's employment for any reason other than  for
Cause,   Death,  Disability  or  Retirement  or  if  the  Key  Employee
terminates employment for Good Reason, the Key Employee shall  receive,
in addition to any salary, benefit or compensation due the Key Employee
as  of the Termination Date, (a) an amount equal to three times the Key
Employee's  Base  Salary if the Termination Date of  the  Key  Employee
falls within the period commencing on the Effective Date and ending  12
months following the date of a Change-in-Control, and two times the Key
Employee's  Base  Salary if the Termination Date of  the  Key  Employee
falls  within  the period commencing with the first day  following  the
anniversary  of  the  date  of  a  Change-in-Control,  but  before  the
expiration  of the Agreement Period (collectively "Salary  Continuation
Payment");  and  (b)  an amount equal to 18 times the  monthly  premium
charged  to  a   terminated  Key Employee who selects  continuation  of
coverage  under  the  Company's  comprehensive  hospital  and   medical
insurance plan (commonly known as "COBRA payments"). The Company  shall
also  provide  the Key Employee with years of service and  compensation
credits, along with commensurate additional benefits, if any,  the  Key
Employee  would have accrued during the Agreement Period, but  for  the
termination,  in  any  qualified or non-qualified pension,  retirement,
supplemental  benefit or compensation deferral plan in  effect  on  the
Termination  Date.  For purposes of this Agreement, Base  Salary  shall
only  include  the annual base salary payable to the Key Employee  (the
greater  of annual base pay rate in effect during the month immediately
preceding  the Termination Date or the annual base pay rate  in  effect
during  the month immediately prior to a Change-in-Control), and  shall
not  include the amount of any bonuses or stock options payable to  the
Key  Employee.  For purposes of this section, COBRA payments  shall  be
that   amount   necessary  to  provide  either  family  or   individual
comprehensive  hospital  or  medical insurance  coverage  as  had  been
elected  by  the  Key Employee in the month immediately  preceding  the
Termination Date.

3.3   Timing of Payments.

All payments made by the Company pursuant to Section 3.2  shall be paid
within 30 days of the Termination Date.  As a precondition to receiving
the  "Salary  Continuation Payment," the Key Employee shall  execute  a
release of all claims in favor of the Company or Acquiring Company in a
form satisfactory to it.

3.4   Stock Options.

Within  one  hundred  eighty (180) days of the  date  of  a  Change-in-
Control,  the  Key  Employee  shall  elect,  in  writing,  between  the
following  two  (2)  alternatives with respect to  his/her  vested  AES
Corporation stock options (i) exercise the vested AES Corporation stock
options in accordance with the terms of the Stock Option Agreement;  or
(ii) return the vested AES Corporation stock options to the Company for
cash  in  an  amount equal to multiplying the number of  option  shares
times the Black Scholes value of the shares at the time of the original
option grant, plus an eight percent (8%) annual return for the time the
stock  options were held to the date of the Change-in-Control.   Within
one  hundred eighty (180) days of the date of a Change-in-Control,  the
Company  shall redeem all unvested AES Corporations stock options  from
the  Key Employee for cash in an amount determined in alternative  (ii)
above.

3.5   Tax Indemnity.

In  the  event  it shall ultimately be determined by  a  court  or  the
Internal Revenue Service that any payment by the Company to or for  the
benefit  of the Key Employee (whether paid or payable pursuant  to  the
terms  of this Agreement) would be subject to the excise tax (including
penalties and interest) imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended, (the "Code"), then the Key Employee shall  be
entitled to receive a lump sum cash payment sufficient to place the Key
Employee  in the same net after-tax position as if the excise  tax  had
not  been  imposed  (a "gross up" payment).  The determination  of  the
maximum gross up amount payable to the Key Employee shall be made by an
accounting firm designated by the Company and shall be paid to the  Key
Employee within 30 days of such determination.

Section 4.     Notice of Termination.

Any  termination  by  the Company or Acquiring  Company  for  Cause  or
Disability or by the Key Employee for Good Reason shall be communicated
by  a  written notice of termination ("Notice of Termination")  to  the
other  party  hereto and shall mean a notice which shall  indicate  the
specific  termination provision in this Agreement relied  upon  by  the
party, shall set forth in reasonable detail the facts and circumstances
claimed  to  provide  a  basis for termination of  the  Key  Employee's
employment under the provision indicated, and shall set forth the  date
of  termination  ("Termination Date").  The failure by the  Company  or
Acquiring  Company,  or  Key Employee to set forth  in  the  Notice  of
Termination any fact or circumstance which contributes to a showing  of
Cause  or Good Reason shall not waive any right of the Company  or  the
Key Employee, respectively, from asserting such fact or circumstance in
enforcing the Key Employee's or the Company's rights hereunder.

Section 5.     Not a Contract of Employment.

The  employment-at-will relationship between the Key Employee  and  the
Company shall continue except as modified by this Agreement.

Section 6.     Governing Law.

This  Agreement shall be governed by, and construed in accordance with,
the laws of the State of Illinois.

Section 7.     Successors and Assigns.

This  Agreement  shall be binding on the Company and  any  assignee  or
successor  in  interest  to the Company and of  the  Key  Employee  and
his/her heirs, assigns or legatees.

Section 8.     Arbitration and Legal Fees.

The  Key  Employee  and  the  Company agree  to  have  any  dispute  or
controversy arising under or in connection with this Agreement  settled
by  arbitration using an Arbitration Panel.  For the purposes  of  this
Agreement,  the  term "Arbitration Panel" shall mean three  independent
arbitrators, one of whom shall be selected by the Company, one  by  the
Key  Employee  and  the  third  shall be  selected  by  the  two  other
arbitrators.   In  the event that agreement cannot be  reached  on  the
selection of the third arbitrator, such arbitrator shall be selected by
the  American  Arbitration  Association.   All  arbitrators  shall   be
selected  from a list provided by the American Arbitration Association,
and all matters presented to the Arbitration Panel shall be decided  by
majority  vote.   The  Key  Employee and the  Company  agree  that  any
decision rendered in any such arbitration proceeding shall be final and
binding  and  that  each of the parties waives  their  rights  to  seek
remedies in court, including the right to jury trial.  All expenses  of
such  arbitration, including the fees and expenses of the  counsel  for
the  Key Employee and the Company shall be borne by the Company  and/or
the  Key Employee in the amount determined by the arbitrator.  Any such
arbitration shall be held in the City of Peoria, Illinois,  unless  the
Company and Key Employee mutually agree on another location.

Section 9.     Term of Agreement.

The  Agreement shall continue until, and terminate, upon the expiration
of the Agreement Period.

Section 10.    Management Continuity Agreement.

CILCORP  Inc. and the Key Employee are parties to a certain  Management
Continuity  Agreement  dated  April 22,  1998  ("Management  Continuity
Agreement').   Simultaneously  with the execution  of  this  Agreement,
CILCORP  Inc.  and  the Key Employee have entered  into  a  Termination
Agreement  whereby  the Management Continuity Agreement  is  dissolved,
rescinded,   cancelled and terminated, and shall be,  as  of  Effective
Date, of no further force and effect.

Section 11.    Notice.

For  purposes  of this Agreement, notices and all other  communications
provided for in this Agreement shall be in writing and shall be  deemed
to  have been duly given when hand delivered or mailed by United States
certified  mail,  return receipt requested, postage  prepaid,  provided
that all notices to the Company be addressed to:

                         Central Illinois Light Company
                         300 Liberty Street
                         Peoria, Illinois  61602
                         Attention: President

or to the Corporate Secretary of any successor company at its principal
                         place of business;

and if to the Key Employee:

                         Robert J. Sprowls
                         433 N. Sagewood Dr.
                         Peoria, Illinois  61604

Section 12.    Non-exclusive Rights.

Nothing  in  this Agreement shall prevent or limit the  Key  Employee's
continuing  or  future participation in any plan,  program,  policy  or
practice  provided by the Company or any of its subsidiaries for  which
the  Key Employee may qualify, nor shall it affect such rights  as  the
Key  Employee may have under any contract or agreement with the Company
or  any of its subsidiaries.  The foregoing notwithstanding, should the
Key  Employee  be entitled to or paid any of the amounts set  forth  in
Section  3.2, then the Key Employee shall not be eligible for  or  paid
any  severance  pay  or  comprehensive hospital and  medical  insurance
coverage,   payment  or  benefits  except  to  the  extent  that   such
comprehensive hospital and medical insurance coverage must  be  offered
under federal COBRA laws.

Section 13.    Amendment of Agreement.

During  the Agreement Period, this Agreement may not be terminated,  or
amended  in any manner, which has a significant adverse effect  on  the
Key  Employee's  rights  hereunder without the Key  Employee's  written
consent.  Notwithstanding any other provision hereof, the Agreement may
be  amended after a Change-in-Control occurs to the extent necessary in
order  to  obtain  or  maintain the status of the Company's  retirement
plans as qualified plans under Section 401(a) of the Code.

Section 14.    Entire Agreement.

This Agreement constitutes the entire agreement between the parties and
supercedes   all   prior   agreements,  if  any,   understandings   and
arrangements,  oral or written, between the parties  hereto,  including
the Company's predecessors, with respect to the subject matter hereof.

KEY EMPLOYEE:                      COMPANY:

                                   CENTRAL ILLINOIS LIGHT COMPANY

________________________________   By:__________________________________
Robert J. Sprowls                      Paul D. Stinson, President